Blackbaud CEO gets stock awards, forfeits shares for tax

Blackbaud Inc. President and CEO Michael P. Gianoni reported a mix of stock awards and related tax-withholding dispositions of common stock.

The filer has since corrected this document, so the figures below are the ones originally reported and some of them may have changed. Read the amended Form 4/A for what the company says now.

Rhea-AI Filing Summary

Blackbaud Inc. President and CEO Michael P. Gianoni reported a mix of stock awards and related tax-withholding dispositions of common stock. On February 18 and 19, 2026, he acquired grants of 10,687 and 5,690 shares tied to performance restricted stock units and restricted stock that vested based on prior awards and performance goals. On February 19 and 20, 2026, he forfeited 4,847, 2,464, 2,581 and 4,926 shares to the company to satisfy tax liabilities upon vesting, at prices around $49.32–$49.51 per share. After these transactions, he directly held 448,367 shares of Blackbaud common stock.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider Gianoni Michael P

Role President and CEO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	2,464	$49.32	$122K
Exercise Price or Tax Liability	Common Stock	2,581	$49.32	$127K
Exercise Price or Tax Liability	Common Stock	4,926	$49.32	$243K
Exercise Price or Tax Liability	Common Stock	4,847	$49.51	$240K
Grant/Award	Common Stock	5,690	$0.00	$0.00
Grant/Award	Common Stock	10,687	$0.00	$0.00

Holdings After Transaction: Common Stock — 448,367 shares (Direct)

Footnotes (5)

1. F1. Represents performance restricted stock units ("PRSU") granted on February 18, 2025 that vested in full on February 18, 2026.
2. F2. Represents shares forfeited to the Issuer in connection with the satisfaction of tax liabilities incurred upon the vesting of PRSUs granted February 18, 2025.
3. F3. The Compensation Committee determined that a portion of PRSUs granted on February 19, 2025 would vest in full on February 19, 2026 based on the Issuer achieving performance goals for the period ended December 31, 2025, subject to continued employment.
4. F4. Represents shares forfeited to the Issuer in connection with the satisfaction of tax liabilities incurred upon the vesting of separate PRSUs granted February 19, 2025.
5. F5. Represents shares forfeited to the Issuer in connection with the satisfaction of tax liabilities incurred upon the vesting of restricted stock granted February 19, 2025.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Blackbaud (BLKB) CEO Michael Gianoni report?

Michael Gianoni reported stock grants and related tax-withholding forfeitures of Blackbaud common stock. He received awards of 10,687 and 5,690 shares, and forfeited several smaller blocks back to the company to cover tax liabilities tied to vesting equity.

Were Michael Gianoni’s Blackbaud (BLKB) share dispositions open-market sales?

No, the dispositions were tax-withholding forfeitures to Blackbaud, not open-market sales. Shares were withheld or forfeited to satisfy tax liabilities incurred when performance restricted stock units and restricted stock vested, according to the Form 4 transaction code F and footnotes.

How many Blackbaud (BLKB) shares does CEO Michael Gianoni own after these transactions?

After the reported Form 4 transactions, Michael Gianoni directly owns 448,367 shares of Blackbaud common stock. This figure reflects both the equity awards that vested and were granted and the shares forfeited back to the company to cover associated tax obligations.

What types of equity awards vested for Blackbaud (BLKB) CEO Michael Gianoni?

The filing describes performance restricted stock units (PRSUs) and restricted stock that vested. PRSUs granted on February 18, 2025 vested in full on February 18, 2026, and additional PRSUs and restricted stock granted February 19, 2025 vested based on performance goals and continued employment.

What do the Form 4 transaction codes A and F mean for Blackbaud (BLKB)?

Code A indicates a grant, award, or other acquisition of shares, such as vested equity awards. Code F indicates shares withheld or forfeited to pay the exercise price or tax liabilities. In this Form 4, Gianoni’s acquisitions are grants and his disposals are tax-related forfeitures.

On what dates did Blackbaud (BLKB) CEO Michael Gianoni’s equity awards vest?

According to the footnotes, PRSUs granted on February 18, 2025 vested in full on February 18, 2026. A portion of PRSUs and restricted stock granted on February 19, 2025 vested on February 19, 2026, after the company achieved specified performance goals and subject to continued employment.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/20/2026 - 05:53 PM EST Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gianoni Michael P

(Last) (First) (Middle)

65 FAIRCHILD STREET

(Street)

CHARLESTON SC 29492

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BLACKBAUD INC [ BLKB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/18/2026		A		10,687(1)	A	$0	457,495	D
Common Stock	02/19/2026		F		4,847(2)	D	$49.51	452,648	D
Common Stock	02/19/2026		A		5,690(3)	A	$0	458,338	D
Common Stock	02/20/2026		F		2,464(4)	D	$49.32	455,874	D
Common Stock	02/20/2026		F		2,581(4)	D	$49.32	453,293	D
Common Stock	02/20/2026		F		4,926(5)	D	$49.32	448,367	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents performance restricted stock units ("PRSU") granted on February 18, 2025 that vested in full on February 18, 2026.

2. Represents shares forfeited to the Issuer in connection with the satisfaction of tax liabilities incurred upon the vesting of PRSUs granted February 18, 2025.

3. The Compensation Committee determined that a portion of PRSUs granted on February 19, 2025 would vest in full on February 19, 2026 based on the Issuer achieving performance goals for the period ended December 31, 2025, subject to continued employment.

4. Represents shares forfeited to the Issuer in connection with the satisfaction of tax liabilities incurred upon the vesting of separate PRSUs granted February 19, 2025.

5. Represents shares forfeited to the Issuer in connection with the satisfaction of tax liabilities incurred upon the vesting of restricted stock granted February 19, 2025.

Remarks:

	/s/ Donald R. Reynolds, Attorney-in-Fact	02/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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